- Combines bottling operations of
Coca-ColaEnterprises, Coca-ColaIberian Partners and Coca-ColaErfrischungsgetränke AG into a new Western European bottler, serving over 300 million consumers across 13 countries
- Combined company pro forma 2015 expected annual net revenues
of approximately $12.6 billion and EBITDA of $2.1 billion
- Enhances the
Coca-Colasystem to more effectively compete and drive growth across developed European markets with a world-class production, sales and distribution platform
- Coca-Cola European Partners is expected to realize annual
run-rate pre-tax synergies of approximately $350-375 million within three years
- Coca-Cola Enterprises’ shareowners to own 48%,
Coca-ColaIberian Partners’ shareowners to own 34% and The Coca-ColaCompany to own 18% of Coca-ColaEuropean Partners’ shares on a fully diluted basis
- Coca-Cola Enterprises’ shareowners to receive one share
Coca-ColaEuropean Partners and a one-time cash payment of $14.50 per share
- Coca-Cola European Partners will be publicly traded on
the Euronext Amsterdam, the New York Stock Exchange and the Madrid Stock
- Investment community conference call at 8:30 a.m. EDT, 1:30 p.m. BST and 2:30 p.m. CEST
Strategically Positioned to Capture Growth
With more than 50 bottling plants and approximately 27,000 associates,
Coca-Cola European Partners is expected to generate substantial synergies, including supply chain benefits and operating efficiencies. These synergies are expected to result in realized annual run-rate pre-tax savings of approximately $350-375 million within three years of closing. The new company’s synergies will also position it for increased investment in sales and customer-facing activities to drive incremental top-line and profit growth over the long term.
Coca-Cola European Partners will combine the unique market knowledge of CCE, CCIP and CCEAG, enabling increased coordination and innovation to better serve customers and consumers at a local level in each market. As a larger and more diverse company,
“The creation of a larger, unified
Sol Daurella, Executive Chairwoman of
“The creation of
Management and Governance
Ms. Daurella will become Chairwoman of
Damian Gammell, currently Beverage Group President and CEO of Anadolu Efes and a previous Chief Executive Officer of CCEAG, will join CCE as Chief Operating Officer in autumn 2015 and become Chief Operating Officer of
Along with Ms. Daurella and Mr. Brock, the initial Board of Directors of
Coca-Cola European Partners will be incorporated in the United Kingdom, one of its largest markets, with its headquarters in London. The combined company will be publicly traded with listings on the Euronext Amsterdam, the New York Stock Exchange and the Madrid Stock Exchange.
On a pre-synergy, pro forma basis, for 2015 the combined company’s annual net revenues are expected to be approximately $12.6 billion with $2.1 billion of EBITDA and $1.6 billion of operating income with a volume of 2.5 billion unit cases.
The combined company is expected to have a 2015 pro forma net debt to EBITDA ratio of approximately 3.5x, and given anticipated cash flows, is expected to de-lever to approximately 2.5x by year-end 2017.
In support of this growth plan, The Coca-Cola Company and
The Boards of Directors of
Coca-Cola Company have approved the transaction. The proposed merger is subject to approval by CCE's shareowners, receipt of regulatory clearances and other customary conditions. The merger is expected to close in the second quarter of 2016.
Deutsche Bank acted as exclusive financial adviser to The
Lazard acted as lead financial adviser to CCE and Cahill Gordon & Reindel LLP and Slaughter and May served as legal counsel to the company. Credit Suisse acted as financial adviser to the Franchise Relationship Committee (FRC) of the Board of Directors of CCE; Clay Long Esq. and Baker Hostetler LLP served as legal counsel to the FRC.
Rothschild acted as exclusive financial adviser to
Investor Conference Call Details
All three parties will host a conference call with investors to discuss the announcement at 8:30 a.m. EDT, 1:30 p.m. BST and 2:30 p.m. CEST. We invite investors to listen to the live audiocast of the conference call at either www.thecoca-colacompany.com or http://www.cokecce.com in the “Investors” section. Further, a supplemental presentation providing additional details pertaining to the transaction and addressing financial modeling related questions is posted in the “Investors” section of CCE’s website.
Coca-Cola Enterprises, Inc.
Coca-Cola Iberian Partners
Fernando Amenedo / Rosa Yagüe
Coca-Cola Erfrischungsgetränke AG
Coca-Cola Enterprises, Inc.
Coca-Cola Iberian Partners
Coca-Cola Enterprises, Inc. is the leading Western European marketer, producer, and distributor of nonalcoholic ready-to-drink beverages and one of the world’s largest independent
Coca-Cola Iberian Partners is the bottling partner of The
Coca-Cola Erfrischungsgetränke AG (CCEAG) is the largest German beverage company with a sales volume of 3.8 billion liters (2014). As a franchisee of The
This communication may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “plan,” “seek,” “may,” “could,” “would,” “should,” “might,” “will,” “forecast,” “outlook,” “guidance,” “possible,” “potential,” “predict” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from The Coca-Cola Company’s (“KO”),
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed transaction, CCEP will file with the SEC a registration statement on Form F-4 that will include a preliminary proxy statement/prospectus regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to CCE’s stockholders in connection with the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain a copy of the proxy statement/prospectus (when available) and other related documents filed by KO, CCE or CCEP with the SEC regarding the proposed transaction as well as other filings containing information, free of charge, through the website maintained by the SEC at www.sec.gov, by directing a request to KO’s Investor Relations department at (404) 676-2121, or to CCE’s Investor Relations department at (678) 260-3110, Attn: Thor Erickson – Investor Relations. Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, when available, without charge, from KO’s website at www.coca-colacompany.com under the heading “Investors” and CCE’s website at www.cokecce.com under the heading “Investors.”
Participants in Solicitation
KO, CCE and CCEP and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in favor of the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about KO’s and CCE’s directors and executive officers in their respective definitive proxy statements filed with the SEC on March 12, 2015, and March 11, 2015, respectively. You can obtain free copies of these documents from KO and CCE, respectively, using the contact information above. Information regarding CCEP’s directors and executive officers will be available in the proxy statement/prospectus when it is filed with the SEC.
No Profit Forecast
No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that revenues, EBITDA, earnings per share or any other metric will necessarily be greater or less than those for the relevant preceding financial periods for CCE, CCIP, Coca-Cola Erfrischungsgetränke AG (“CCEAG”) or CCEP, as appropriate. No statement in this announcement constitutes an asset valuation.
Subject to its legal and regulatory obligations, neither CCEP, nor any of its agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the statements contained in this document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. In no circumstances shall the provision of this document imply that no negative change may occur in the business of CCE, CCIP, CCEAG or CCEP, as appropriate, after the date of provision of this document, or any date of amendment and/or addition thereto.
This document is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive is intended to be published, which, when published, will be available from CCEP at its registered office. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
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